UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
----------- -------------
Commission File Number: 000-49620
Togs for Tykes, Inc.
--------------------
(Exact name of small business issuer as specified in its charter)
Nevada 91-1868007
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1030 Wooster, Suite 4, Los Angeles, California 90035
--------------------------------------------------------------------------------
(Address of principal executive offices)
(714) 273-6124
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(Issuer's Telephone Number)
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date. As of May 20, 2003, there were
5,532,000 shares of the issuer's $.001 par value common stock issued and
outstanding.
1
ITEM 1. FINANCIAL STATEMENTS
------------------------------
TOGS FOR TYKES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET - MARCH 31, 2003 (UNAUDITED)
ASSETS
------
Current assets -
cash $ 2,176
====================
LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------
Current liabilities:
Accounts payable $ 4,814
Due to stockholder 17,461
-------------------
$ 22,275
Stockholders' deficit
Preferred stock, $0.001 par value, 5,000,000 shares authorized;
no shares issued or outstanding -
Common stock, $0.001 par value, 20,000,000 shares authorized;
5,532,000 issued and outstanding 5,532
Additional paid-in capital 33,968
Deficit accumulated during the development stage (59,599)
-------------------
Total stockholders' deficit (20,099)
--------------------
$ 2,176
====================
The accompanying notes form an integral part of these financial statements.
2
TOGS FOR TYKES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS (UNAUDITED)
Period from
Three months ended March 31, September 26, 1997
---------------------------------------- (inception) to
2003 2002 March 31, 2003
-------------------- ------------------- ------------------
Revenue $ - $ - $ -
General, selling and administrative expenses 4,525 5,428 59,599
-------------------- ------------------- ------------------
Loss before provision for income taxes (4,525) (5,428) (59,599)
Provision for income taxes - - -
-------------------- ------------------- ------------------
Net loss $ (4,525) $ (5,428) $ (59,599)
==================== =================== ==================
Net loss available to common stockholders
per common share - basic and diluted:
Loss per common share $ (0.001) $ (0.001) $ (0.023)
==================== =================== ==================
Weighted average common shares
outstanding - basic and diluted 5,532,000 5,532,000 2,569,256
==================== =================== ==================
The accompanying notes form an integral part of these financial statements.
3
TOGS FOR TYKES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' DEFICIT
Deficit
accumulated
Common stock Additional during Total
-------------------------- paid-in development stockholders'
Shares Amount capital stage deficit
------------- ------------ ----------- -------------- -------------------
Balance at September 26, 1997 - $ - $ - $ - $ -
date of incorporation
Issuance of shares for cash and
services (November 11, 1997
at $0.017) 900,000 900 14,100 - 15,000
Issuance of shares for cash and
services (November 24, 1997
at $0.017) 132,000 132 2,068 - 2,200
Net loss - - - (17,200) (17,200)
------------- ------------ ----------- -------------- -------------------
Balance at December 31, 1997 1,032,000 1,032 16,168 (17,200) -
Net loss - - - - -
------------- ------------ ----------- -------------- -------------------
Balance at December 31, 1998 1,032,000 1,032 16,168 (17,200) -
Net loss - - - - -
------------- ------------ ----------- -------------- -------------------
Balance at December 31, 1999 1,032,000 1,032 16,168 (17,200) -
Net loss - - - - -
------------- ------------ ----------- -------------- -------------------
Balance at December 31, 2000 1,032,000 1,032 16,168 (17,200) -
Issuance of shares for services
(June 30, 2001 at $0.003) 4,500,000 4,500 10,500 15,000
Net loss - - - (15,846) (15,846)
------------- ------------ ----------- -------------- -------------------
Balance at December 31, 2001 5,532,000 5,532 26,668 (33,046) (846)
Contribution of services by officer - - 6,400 - 6,400
Net loss - - - (22,028) (22,028)
------------- ------------ ----------- -------------- -------------------
Balance at December 31, 2002 5,532,000 5,532 33,068 (55,074) (16,474)
Contribution of services by officer
(unaudited) - - 900 - 900
Net loss (unaudited) (4,525) (4,525)
------------- ------------ ----------- -------------- -------------------
Balance at March 31, 2003 (unaudited) 5,532,000 $ 5,532 $ 33,968 $ (59,599) $ (20,099)
============= ============ =========== ============== ===================
The accompanying notes form an integral part of these financial statements.
4
TOGS FOR TYKES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS (UNAUDITED)
For the
period from
For the For the March 15, 2001
three months ended three months ended (inception) to
March 31, 2003 March 31, 2002 March 31, 2003
--------------------- -------------------- ---------------------
Cash flows provided by (used for) operating activities:
Net loss $ (4,525) $ (5,428) $ (59,599)
Adjustments to reconcile net loss to net cash
used for operating activities:
Non-cash issuance of common stock for services - - 29,700
Services contributed by Officer 900 1,600 7,300
(Increase) decrease in prepaid expenses - 5,872 -
Increase (decrease) in accounts payable (1,605) 356 4,814
--------------------- -------------------- ---------------------
Net cash provided by (used for) operating activities (5,230) 2,400 (17,785)
--------------------- -------------------- ---------------------
Cash flows provided by financing activities:
Issuance of common stock for cash - - 2,500
Advances from stockholder 6,743 - 17,461
--------------------- -------------------- ---------------------
Net cash provided by financing activities 6,743 - 19,961
--------------------- -------------------- ---------------------
Net increase in cash 1,513 2,400 2,176
Cash, beginning of period 663 - -
--------------------- -------------------- ---------------------
Cash, end of period $ 2,176 $ 2,400 $ 2,176
===================== ==================== =====================
Supplemental disclosure of cash flow information:
Income taxes paid $ - $ - $ -
===================== ==================== =====================
Interest paid $ - $ - $ -
===================== ==================== =====================
The accompanying notes form an integral part of these financial statements.
5
TOGS FOR TYKES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM SEPTEMBER 26, 1997
(INCEPTION) TO MARCH 31, 2003 AND 2002 AND THE THREE MONTHS ENDED
MARCH 31, 2003 AND 2002
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
NATURE OF OPERATIONS:
Togs for Tykes, Inc. (the "Company") is currently a
development stage company under the provisions of Statement
of Financial Accounting Standards ("SFAS") No. 7. The
Company was incorporated under the laws of the State of
Nevada on September 26, 1997. In 2001, the Board of
Directors approved the change of the Company's name from
Aztec Ventures, Inc. to Togs for Tykes, Inc. Management was
developing a business plan to design and market children's
clothing. Management plans to seek a merger candidate that
has ongoing business operations.
BASIS OF PRESENTATION:
The accompanying financial statements have been prepared in
conformity with accounting principles generally accepted in
the United States of America, which contemplate continuation
of the Company as a going concern. However, the Company has no
established source of revenue. This matter raises substantial
doubt about the Company's ability to continue as a going
concern. Without realization of additional capital, it would
be unlikely for the Company to continue as a going concern.
These financial statements do not include any adjustments
relating to the recoverability and classification of recorded
asset amounts, or amounts and classification of liabilities
that might be necessary should the Company be unable to
continue in existence. Management plans to abandon its
business model for the designing, sourcing and marketing
apparel primarily for children from infants to five years old.
Management plans to seek a merger candidate that has ongoing
business operations. In that regard, in March 2003, management
entered into negotiations regarding an acquisition of
BioGentec Incorporated, a Nevada corporation ("BGC"), in order
to merge it with and into its wholly owned subsidiary, Togs
for Tykes Acquisition Corporation, a Nevada corporation.
INTERIM FINANCIAL STATEMENTS:
The accompanying unaudited financial statements for the three
months ended March 31, 2003 and 2002 include all adjustments
(consisting of only normal recurring accruals) which, in the
opinion of management, are necessary for a fair presentation
of the results of operations for the periods presented.
Interim results are not necessarily indicative of the results
to be expected for a full year. The unaudited financial
statements should be read in conjunction with the audited
financial statements included in Form 10-KSB/A, filed with the
Securities and Exchange Commission on May 2, 2003 for the
year ended December 31, 2002.
6
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
BASIC AND DILUTED LOSS PER SHARE:
In accordance with SFAS No. 128, "Earnings Per Share," the basic
income (loss) per common share is computed by dividing net
income (loss) available to common stockholders by the weighted
average number of common shares outstanding. Diluted income
(loss) per common share is computed similar to basic income per
common share except that the denominator is increased to include
the number of additional common shares that would have been
outstanding if the potential common shares had been issued and
if the additional common shares were dilutive. As of March 31,
2003, the Company did not have any equity or debt instruments
outstanding that can be converted into common stock
(unaudited).
(2) RELATED PARTY TRANSACTIONS:
The Company neither owns nor leases any real or personal property. A
stockholder provides office services without charge. Such costs are
immaterial to the financial statements and, accordingly, have not been
reflected therein.
7
ITEM 2. PLAN OF OPERATIONS
---------------------------
THIS FOLLOWING INFORMATION SPECIFIES CERTAIN FORWARD-LOOKING STATEMENTS OF
MANAGEMENT OF THE COMPANY. FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT
ESTIMATE THE HAPPENING OF FUTURE EVENTS AND ARE NOT BASED ON HISTORICAL FACT.
FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING
TERMINOLOGY, SUCH AS "MAY", "SHALL", "COULD", "EXPECT", "ESTIMATE",
"ANTICIPATE", "PREDICT", "PROBABLE", "POSSIBLE", "SHOULD", "CONTINUE", OR
SIMILAR TERMS, VARIATIONS OF THOSE TERMS OR THE NEGATIVE OF THOSE TERMS. THE
FORWARD-LOOKING STATEMENTS SPECIFIED IN THE FOLLOWING INFORMATION HAVE BEEN
COMPILED BY OUR MANAGEMENT ON THE BASIS OF ASSUMPTIONS MADE BY MANAGEMENT AND
CONSIDERED BY MANAGEMENT TO BE REASONABLE. OUR FUTURE OPERATING RESULTS,
HOWEVER, ARE IMPOSSIBLE TO PREDICT AND NO REPRESENTATION, GUARANTY, OR WARRANTY
IS TO BE INFERRED FROM THOSE FORWARD-LOOKING STATEMENTS.
THE ASSUMPTIONS USED FOR PURPOSES OF THE FORWARD-LOOKING STATEMENTS SPECIFIED IN
THE FOLLOWING INFORMATION REPRESENT ESTIMATES OF FUTURE EVENTS AND ARE SUBJECT
TO UNCERTAINTY AS TO POSSIBLE CHANGES IN ECONOMIC, LEGISLATIVE, INDUSTRY, AND
OTHER CIRCUMSTANCES. AS A RESULT, THE IDENTIFICATION AND INTERPRETATION OF DATA
AND OTHER INFORMATION AND THEIR USE IN DEVELOPING AND SELECTING ASSUMPTIONS FROM
AND AMONG REASONABLE ALTERNATIVES REQUIRE THE EXERCISE OF JUDGMENT. TO THE
EXTENT THAT THE ASSUMED EVENTS DO NOT OCCUR, THE OUTCOME MAY VARY SUBSTANTIALLY
FROM ANTICIPATED OR PROJECTED RESULTS, AND, ACCORDINGLY, NO OPINION IS EXPRESSED
ON THE ACHIEVABILITY OF THOSE FORWARD-LOOKING STATEMENTS. WE CANNOT GUARANTY
THAT ANY OF THE ASSUMPTIONS RELATING TO THE FORWARD-LOOKING STATEMENTS SPECIFIED
IN THE FOLLOWING INFORMATION ARE ACCURATE, AND WE ASSUME NO OBLIGATION TO UPDATE
ANY SUCH FORWARD-LOOKING STATEMENTS.
CRITICAL ACCOUNTING POLICY AND ESTIMATES. Our Management's Discussion and
Analysis of Financial Condition and Results of Operations section discusses our
consolidated financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of America. The
preparation of these financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. On an on-going basis, management evaluates
its estimates and judgments, including those related to revenue recognition,
accrued expenses, financing operations, and contingencies and litigation.
Management bases its estimates and judgments on historical experience and on
various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying value of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions. The most significant accounting estimates inherent in
the preparation of our financial statements include estimates as to the
appropriate carrying value of certain assets and liabilities which are not
readily apparent from other sources. These accounting policies are described at
relevant sections in this discussion and analysis and in the notes to the
financial statements included in our Registration Statement on Form SB-2 for
the period from inception to December 31, 2002.
We are a new business that has generated no revenues to date. We intended to
design, source and market apparel primarily for children from infants to five
years old. Due to our lack of funding, we have been seeking a merger candidate
that has ongoing business operations. If we are able to consummate a merger, we
plan to abandon our business model for the designing, sourcing and marketing
apparel primarily for children from infants to five years old.
In that regard, in March 2003, we entered into a definitive agreement with
BioGentec Incorporated, a Nevada corporation ("BGC"), in order to
merge it with and into our wholly owned subsidiary, Togs for Tykes Acquisition
Corporation, a Nevada corporation. The agreement provides for several
conditions to closing, which we hope will be satisfied in the next month. We
cannot guarantee that those conditions will be satisfied or that this
transaction with BGC will close.
8
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002.
LIQUIDITY AND CAPITAL RESOURCES. We had cash of $2,176 at March 31, 2003, and
that amount represented all of our total assets as at March 31, 2003. Our total
current liabilities were $22,275 at March 31, 2003, which was represented by
accounts payable of $4,814 and funds due to a stockholder of $17,461. At March
31, 2003, our liabilities exceeded our assets by $20,099.
RESULTS OF OPERATIONS.
REVENUES. From our inception on September 26, 1997, through March 31, 2003, we
have not realized any revenues.
OPERATING EXPENSES. For the three months ended March 31, 2003, our total
expenses were $4,525 compared to total expenses of $5,428 for the corresponding
period in 2002. Our expenses from inception on September 26, 1997 to March 31,
2003 were $59,599. The expenses for the three months ended March 31, 2003 were
represented solely by general and administrative expenses. For the three months
ended March 31, 2003, we experienced a net loss of $4,525 compared to a net loss
of 5,428 for the corresponding period in 2002. Our net loss from our inception
on September 26, 1997 to March 31, 2003 was $59,599.
Our Plan of Operation for the Next Twelve Months. Due to our lack of funding, we
have been seeking a merger candidate that has ongoing business operations. If we
are able to consummate a merger, we plan to abandon our business model for the
designing, sourcing and marketing apparel primarily for children from infants to
five years old.
In that regard, in March 2003, we entered into a definitive agreement with
BioGentec Incorporated, a Nevada corporation ("BGC"), in order to merge it with
and into our wholly owned subsidiary, Togs for Tykes Acquisition Corporation, a
Nevada corporation. The agreement provides for several conditions to closing,
which we hope will be satisfied in the next month. We cannot guarantee that
those conditions will be satisfied or that this transaction with BGC will close.
As of March 31, 2003, we had $2,176 in cash resources. We plan on raising
additional operating funds through the sale of our common stock. If we are not
able to raise additional funds, we plan on arranging for loans or other
borrowings. Our forecast of the period of time through which our financial
resources will be adequate to support our operations is a forward-looking
statement that involves risks and uncertainties, and actual results could vary
as a result of a number of factors. There is no guarantee that we will be able
to sell shares of our common stock or that we will be able to arrange for
borrowings on acceptable terms if at all.
Our inability to access the capital markets or obtain acceptable financing could
harm our results of operations and financial condition. To the extent that
additional capital is raised through the sale of equity or equity-related
securities, the issuance of such securities could result in dilution of our
stockholders. We cannot guaranty that additional funding will be available on
favorable terms. If adequate funds are not available within the next 12 months,
we may be required to limit our proposed website development activities or to
obtain funds through entering into arrangements with collaborative partners. If
adequate funds are not available, we believe that our officers and directors
will contribute funds to pay for our expenses. Our belief that our officers and
9
directors will pay our expenses is based on the fact that our officers and
directors collectively own 4,500,000 shares of our common stock, which equals
approximately 81.34% of our total issued and outstanding common stock. We
believe that our officers and directors will continue to pay our expenses as
long as they maintain their ownership of our common stock. If our officers and
directors loan us operating capital, we will either execute promissory notes to
repay the funds or issue stock to those officers and directors. We have not
formulated specific repayment terms. We will negotiate the specific repayment
terms and whether repayment will be in the form of stock when, and if, funds are
advanced by any of our officers and directors.
We are not currently conducting any research and development activities. We do
not anticipate that we will purchase or sell any equipment. In the event that we
generate significant revenues and expand our operations, then we may need to
hire additional employees or independent contractors.
ITEM 3. CONTROLS AND PROCEDURES
-------------------------------
(a) Evaluation of disclosure controls and procedures. We maintain controls and
procedures designed to ensure that information required to be disclosed in the
reports that we file or submit under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the Securities and Exchange Commission. Based upon
their evaluation of those controls and procedures performed within 90 days of
the filing date of this report, our chief executive officer and the principal
financial officer concluded that our disclosure controls and procedures were
adequate.
(b) Changes in internal controls. There were no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of the evaluation of those controls by the chief
executive officer and principal financial officer.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
--------------------------
None.
ITEM 2. CHANGES IN SECURITIES.
------------------------------
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
-----------------------------------------
None.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
----------------------------------------------------------
None.
ITEM 5. OTHER INFORMATION
--------------------------
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------
None.
10
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Togs for Tykes, Inc.,
a Nevada corporation
May 20, 2003 By: /s/ Becky Bauer
----------------------------------
Becky Bauer
Its: Chief Executive Officer, President,
Director
11
CERTIFICATIONS
--------------
I, Becky Bauer, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Togs for Tykes, Inc.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 20, 2003
/s/ Becky Bauer
----------------------
Becky Bauer
Chief Executive Officer
CERTIFICATIONS
--------------
I, Brook Messick, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Togs for Tykes, Inc.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a)all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 20, 2003
/s/ Brook Messick
----------------------
Brook Messick
Chief Financial Officer